infringement, counterfeiting and other wrongful and tortious conduct within the Southern District of New York including, but not limited to the unauthorized manufacture, purchase, importation, sale, distribution, and promotion of products embodying Plaintiff s trade dress and copyright around the State of New York and without the Plaintiffs authorization or consent.

II. JURISDICTION AND VENUE

6. On information and belief, Defendant has committed and is committing acts of

Copyright Infringement, Trademark Infringement, False Designation of Origin, and Unfair Competition, as hereinafter alleged, in this District, through displaying, importing, distributing, advertising and using Plaintiffs' copyrighted materials and trade dress.

7. This action is for Copyright Infringement, Trademark Infringement, False

Designation of Origin and Unfair Competition, arising under the Copyright Act of 1976, as amended (17 U.S.C. §§ 501 et seq.), the Trademark Act of 1946, as amended (the Lanham Act 15 USC § 1051 et seq.), and under the Common Law, and Deceptive Trade Practices, arising under N.Y. General Business Law § 349.

9. Venue is proper in this District pursuant to 28 U.S.C. §1391 (b) and (c) because

the Defendant reside in this Judicial District and/or a substantial part of the events or acts giving rise to the claim occurred in this judicial district.

10. Plaintiff Ba1enciaga is one of France's most prestigious haute couture fashion

houses French fashion house and is world-renown for innovative, trend-setting couture clothing and fashion accessories. Balenciaga designs are among the most exclusive and sought-after fashions in the industry. For nearly a century, the Balenciaga Couture House has pioneered fashion with innovative designs which are routinely showcased by top celebrities and style icons. This tradition continues strongly into the present day with Balenciaga's association with celebrities such as Jennifer Connelly, Nicole Kidman, Kylie Minogue, Cameron Diaz, Sarah Jessica Parker and Vogue editor-in-chief Anna Wintour.

Cage Sandals with Ankle Pads during its Fall 2007/Winter 2008 runway collection. These shoes are also known by their more fanciful names the "Sportiletto" and/or the "LEOO Shoes". (Balenciaga's LEOO shoes are depicted in Exhibit A).

Beyonce Knowles wore the LEGO Shoes during her performance at the American Music Awards on November 18,2007.

17. Balenciaga's LEGO Shoes is distinctively designed and easily recognized by

consumers. The LEGO Shoes include, without limitation, the following distinctive features: fabrication of hard plastic, a black heel, a green tin which hangs along the heel, a blue portion that runs along the arch, a metal/silver piece which overlaps the blue portion, a white piece along the toe strap, and a yellow and red plastic piece near the heel, black mesh over red fabric at the ankle, a green and black ankle strap, and a pink piece at the front. (Hereinafter the collectively referred to as "Balenciaga's Trade Dress").

18. Balenciaga has displayed its LEGO Shoes and the LEGO Shoes have garnered

extensive press coverage since at least as early as February 2007, including over the internet and through various press media.

22. Upon information and belief, without permission or authorization of Plaintiff

Balenciaga, Defendant reproduced and created derivative works based upon original elements of the copyrighted Balenciaga LEGO Shoes (hereinafter the "Infringing Footwear").

23. Defendant's Infringing Footwear is comprised of the following features: a black

heel, a green fin which hangs along the heel, a blue portion that runs along the arch, a white

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piece along the toe strap, and a yellow and red plastic piece near the heel, black mesh over red fabric at the ankle, a green and black ankle strap, and a pink piece at the front.

24. Upon information and belief, Defendant had access to Balenciaga's LEGO Shoes

and intentionally copied or caused to be copied the shapes and color schemes of Balenciaga's LEGO Shoes for the specific purpose of infringing on Plaintiff Balenciaga's copyright and trade dress in the LEGO Shoes.

25. Upon information and belief, Defendant marketed, promoted, advertised and sold

these unlawful and unauthorized reproductions and/or derivative works in its Steve Madden stores and on its website located at www.stevemadden.com. (Pictures of the infringing footwear and printouts from www.stevemadden.com are attached as Exhibit B).

26. Defendant's Infringing Footwear features shapes and color schemes that are

identical or virtually identical to the shapes and color schemes featured in Balenciaga's LEGO Shoes.

arrangement to that of the original arrangement of features and elements which constitute Balenciaga's LEGO Shoes.

28. Defendant's footwear infringes upon Balenciaga's copyrights in the Balenciaga

LEGO Shoes and Defendant used these illegal and unauthorized copies/derivative works to market, advertise and promote its business and services.

29. Upon information and belief, Defendant sold the infringing footwear at a price

significantly lower than those of Balenciaga.

30. Upon information and belief, Defendant offered the Infringing Footwear for sale

through the same channels of trade as Plaintiff Balenciaga.

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31. Upon information and belief, Defendant is attempting to pass its infringing

footwear off as Plaintiffs product in a manner calculated to deceive Plaintiffs customers and members of the general public in that Defendant has copied or caused to be copied Balenciaga's LEGO Shoes in an effort to make Defendant's infringing footwear confusingly similar to Plaintiffs LEGO Shoes and/or pass off Defendant's infringing footwear as Plaintiff's own LEGO Shoes.

32. Upon information and belief, Defendant Steve Madden has engaged in a pattern

of deliberate and willful infringement designed to confuse and deceive consumers as to the source and origin of its company's products and trade upon Balenciaga's valuable intellectual property, good will and reputation.

luxury designs further corroborates Defendant's deliberate pattern of willful infringement and unfair competition. See attached Exhibit C of various articles noting Steve Madden's penchant for copying and selling knock-offs of designer shoes. These articles evidence the public perception of Defendant's products, and, in particular, those at issue in this case, as being nothing more than "a copy of the Balenciaga Sportilleto."

34. Defendant has engaged in a pattern of deliberate and willful infringement

designed to misappropriate Plaintiff's copyright and trade dress, confuse consumers as to the source of its company's products and trade upon the valuable good will and reputation of Balenciaga's intellectual property.

35. Plaintiff Balenciaga has lost substantial revenue and incurred damage as a result

of Defendant's wrongful and infringing conduct.

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36. Defendant's wrongful conduct has deprived Balenciaga of opportunities for

expanding good will.

37. As a direct and proximate result of the acts of the Defendant alleged above,

Plaintiff has already suffered irreparable damages and lost revenues.

COUNT I

COPYRIGHT INFRINGEMENT (17 U.S.C. § 101 et seq.)

38. Plaintiff restates and reavers each and every allegation contained in paragraphs 1

through 37, inclusive, and the acts of Defendants asserted therein, as if fully recited in this

paragraph.

39. Balenciaga's LEOO Shoes embody original works of authorship, embodying

copyrightable subject matter, subject to the full protection of Unites States copyright laws.

40. Balenciaga is the sole and exclusive owner of all rights, title and interest in and to

the copyright in the LEOO Shoes.

41. Upon information and belief, as a result of the open use, display, sales and

notoriety in fashion publications of Balenciaga's LEOO Shoes, Defendant has access to

Balenciaga's LEGO Shoes prior to the sale or distribution of Defendant's infringing footwear.

42. Upon information and belief, Defendant without the permission or authorization

of Plaintiff. has reproduced original elements of the copyrighted LEOO Shoes and promoted and

offered for sale the Infringing Footwear, which incorporates original elements of the LEOO

Shoes.

43. Upon information and belief, Defendant has profited from the sales of the

Infringing Footwear. which is identical or virtually identical to Balenciaga's LEGO Shoes.

44. As a consequence of Defendant's wrongful conduct, Balenciaga has been

deprived of the rights and benefits granted to it under the Unites States Copyright Act, including

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the exclusive right to use, reproduce and exploit Balenciaga's copyright and to create derivative

works based on the designs.

45. As a consequence of Defendant's wrongful conduct, Balenciaga has been

pursuant to New York General Business Law § 349 and have damaged Balenciaga in an amount not yet subject to determination.

WHEREFORE, Plaintiff Balenciaga prays:

(1) That pursuant to 17 U .S.C. § 504, that Defendant pay to Plaintiff for infringement of its copyright in the LEGO Shoes an amount equal to the actual damages suffered by Plaintiff as a result of Defendant's infringement of Plaintiffs copyright, plus any profits of Defendant attributable to such infringement and Plaintiffs' fees and costs.

(2) That Defendant be required to account for and pay over all gains, profits, and advantages derived by Defendant and any damages sustained by Plaintiff as a result of its infringement of PLaintiffs copyright, as enumerated herein.

(3) That Defendant be required to account for and pay over all gains, profits, and advantages derived by Defendant and any damages sustained by Plaintiff as a result of its infringement of Plaintiffs Trade Dress, as enumerated herein.

(4) That Defendant be required to account for and pay over all gains, profits, and advantages derived by Defendant and any damages sustained by Plaintiff as a

I I

result of Defendant's activities constituting Unfair Competition, as enumerated herein.

(5) That Defendant be required to account for and pay over all gains, profits, and advantages derived by Defendant and any damages sustained by Plaintiff as a result of Defendant's activities constituting Common Law Unfair Competition, as enumerated herein.

(6) That Defendant be required to account for and pay over all gains, profits, and advantages derived by Defendant and any damages sustained by Plaintiff as a result of Defendant's activities constituting Deceptive Trade Practices, as enumerated herein.

(7) That pursuant to 15 U.s.C. §1116, 17 U.S.C. §502 and the equity jurisdiction of this court, the Defendant, its agents, employees, or representatives, and all persons in privity therewith be permanently enjoined and restrained from using on or in connection with the sale, offering for sale, distribution, exhibition, display or advertising of its goods through the Internet or otherwise, Plaintiff's LEGO Shoes design, Plaintiff's Trade Dress, or any article confusingly or deceptively similar to or colorable imitative of Plaintiff's LEGO Shoes, from infringing Plaintiff's copyright in the LEGO Shoes in any manner, and from publishing, selling, marketing, or otherwise disposing of any copies of Defendant's material which have been derived in any manner by infringement of Plaintiff's copyright.

(8) That pursuant to 17 U.S.C. §502 and the equity jurisdiction of this court, the Defendant, its agents, employees, or representatives, and all persons in privity therewith be permanently enjoined and restrained from using on or in connection

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with the sale, offering for sale, distribution, exhibition, display or advertising of its goods through the Internet or otherwise, Plaintiffs LEOO Shoes design, or any article confusingly or deceptively similar to or colorable imitative of Plaintiffs LEOO Shoes, from infringing Plaintiffs copyright in the LEGO Shoes in any manner, and from publishing, selling, marketing, or otherwise disposing of any copies of Defendant's material which have been derived in any manner by infringement of Plaintiff s copyright.

(9) That pursuant to 15 U.S.C. §1l16 and the equity jurisdiction of this court, the Defendant, its agents, employees, or representatives, and all persons in privity therewith be permanently enjoined and restrained from using on or in connection with the sale, offering for sale, distribution, exhibition, display or advertising of its goods through the Internet or otherwise, Plaintiffs Trade Dress, or any article confusingly or deceptively similar to or colorable imitative of Plaintiffs LEGO Shoes.

(10) That Defendant and its officers, agents, employees, or representatives, and all persons in privity with Defendant deliver up to this Court, pursuant to 15 USC § 1118, and the copyright laws of the United States, 17 USC § 101 et seq., any products in their possession bearing the copyrighted materials of the Plaintiff or any colorable imitation, for the purpose of destruction thereof.

(11) That, because of the willful nature of the infringements, the amounts of actual damages be trebled as provided for in 15 U.S.C. § 1117.